

                                  EXHIBIT 4.2

                                                                       EXHIBIT A

                          REGISTRATION RIGHTS AGREEMENT

            This  Registration  Rights Agreement (this  "AGREEMENT") is made and
entered  into  as of  March  16,  2004,  by and  among  Perma-Fix  Environmental
Services,  Inc., a Delaware  corporation  (the  "COMPANY"),  and the  purchasers
signatory  hereto (each such  purchaser,  a "PURCHASER"  and  collectively,  the
"PURCHASERS").

            This  Agreement  is  made  pursuant  to  the   Securities   Purchase
Agreement, dated as of the date hereof among the Company and the Purchasers (the
"PURCHASE AGREEMENT").

            The Company and the Purchasers hereby agree as follows:

      1.  DEFINITIONS.  This Agreement  shall be subject to, and the capitalized
terms used and not  otherwise  defined  herein that are defined in the  Purchase
Agreement  shall have the meanings given such terms in, the Purchase  Agreement.
As used in  this  Agreement,  the  following  terms  shall  have  the  following
meanings:

            "ADVICE" shall have the meaning set forth in Section 6(d).

            "EFFECTIVENESS   DATE"  means,  with  respect  to  the  Registration
      Statement  required  to be filed  hereunder,  the earlier of (a) the 120th
      calendar day  following  the date of the Purchase  Agreement,  and (b) the
      seventh  (7th)  Trading  Day  following  the date on which the  Company is
      notified by the  Commission  that the  Registration  Statement will not be
      reviewed or is no longer subject to further review and comments.

            "EFFECTIVENESS  PERIOD"  shall have the meaning set forth in Section
      2(a).

            "EVENT" shall have the meaning set forth in Section 2(b).

            "EVENT DATE" shall have the meaning set forth in Section 2(b).

            "FILING  DATE"  means,  with respect to the  Registration  Statement
      required to be filed  hereunder,  the 45th calendar day following the date
      of the Purchase Agreement.

            "HOLDER" or "HOLDERS"  means the holder or holders,  as the case may
      be, from time to time of Registrable Securities.

            "INDEMNIFIED  PARTY"  shall  have the  meaning  set forth in Section
      5(c).

            "INDEMNIFYING  PARTY"  shall have the  meaning  set forth in Section
      5(c).

            "LOSSES" shall have the meaning set forth in Section 5(a).


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            "PROCEEDING"  means  an  action,   claim,  suit,   investigation  or
      proceeding  (including,  without  limitation,  an investigation or partial
      proceeding, such as a deposition), whether commenced or threatened.

            "PROSPECTUS"  means  the  prospectus  included  in the  Registration
      Statement (including,  without limitation,  a prospectus that includes any
      information  previously  omitted  from a  prospectus  filed  as part of an
      effective  registration  statement in reliance upon Rule 430A  promulgated
      under the Securities  Act), as amended or  supplemented  by any prospectus
      supplement,  with  respect to the terms of the  offering of any portion of
      the Registrable Securities covered by the Registration Statement,  and all
      other   amendments   and   supplements   to  the   Prospectus,   including
      post-effective  amendments,  and all material incorporated by reference or
      deemed to be incorporated by reference in such Prospectus.

            "REGISTRABLE  SECURITIES"  means all of the Shares  and the  Warrant
      Shares,  together  with any shares of Common Stock issued or issuable upon
      any stock  split,  dividend  or other  distribution,  recapitalization  or
      similar event with respect to the foregoing.

            "REGISTRATION  STATEMENT" means the registration statements required
      to be filed hereunder, including (in each case) the Prospectus, amendments
      and  supplements to the  registration  statement or Prospectus,  including
      pre- and post-effective amendments, all exhibits thereto, and all material
      incorporated by reference or deemed to be incorporated by reference in the
      registration statement.

            "RULE 144(K)" means  paragraph  (k) of Rule 144  promulgated  by the
      Commission  pursuant  to the  Securities  Act, as such rule may be amended
      from time to time, or any similar rule or regulation  hereafter adopted by
      the Commission having substantially the same effect as such rule.

            "RULE 415" means Rule 415 promulgated by the Commission  pursuant to
      the Securities  Act, as such Rule may be amended from time to time, or any
      similar rule or  regulation  hereafter  adopted by the  Commission  having
      substantially the same purpose and effect as such Rule.

            "RULE 424" means Rule 424 promulgated by the Commission  pursuant to
      the Securities  Act, as such Rule may be amended from time to time, or any
      similar rule or  regulation  hereafter  adopted by the  Commission  having
      substantially the same purpose and effect as such Rule.

      2.    REGISTRATION.

            (a) On or prior to the Filing Date,  the Company  shall  prepare and
      file with the Commission the Registration Statement covering the resale of
      all  of the  Registrable  Securities  for  an  offering  to be  made  on a
      continuous basis pursuant to Rule 415. The Registration Statement required
      hereunder shall be on Form S-3 (except if the Company is not then eligible
      to register for resale the  Registrable  Securities  on Form S-3, in which
      case the Registration  shall be on another  appropriate form in accordance
      herewith).  The Registration  Statement  required  hereunder shall contain
      (except if otherwise  directed by the Holders)  substantially the "PLAN OF
      DISTRIBUTION"  attached  hereto as ANNEX A, as may be amended  pursuant to
      the comments from the Commission or as required under applicable rules and
      regulation  of the  Commission or the National  Association  of Securities
      Dealers,  Inc.  Subject to the terms of this Agreement,  the Company shall
      use its best  efforts to cause the  Registration  Statement to be declared
      effective  under the  Securities  Act as promptly  as  possible  after the
      filing thereof,  but in any event not later than the  Effectiveness  Date,
      and  shall  use its  best  efforts  to  keep  the  Registration  Statement
      continuously  effective  under the  Securities Act until the date when all
      Registrable  Securities  covered by the  Registration  Statement have been
      sold or may be sold without volume restrictions pursuant to Rule 144(k) as
      determined  by the  counsel to the Company  pursuant to a written  opinion
      letter to such effect,  addressed and acceptable to the Company's transfer
      agent and the affected Holders (the "EFFECTIVENESS PERIOD").


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<PAGE>

            (b) If: (i) a Registration Statement is not filed on or prior to the
      Filing  Date  (if the  Company  files  a  Registration  Statement  without
      affording the Holder the  opportunity to review and comment on the same as
      required  by  Section  3(a),  the  Company  shall  not be  deemed  to have
      satisfied  this clause  (i)),  or (ii) the Company  fails to file with the
      Commission  a  request  for  acceleration  in  accordance  with  Rule  461
      promulgated  under the  Securities  Act,  within seven Trading Days of the
      date that the Company is  notified  (orally or in  writing,  whichever  is
      earlier)  by the  Commission  that a  Registration  Statement  will not be
      "reviewed," or is not subject to further review,  or (iii)  [INTENTIONALLY
      OMITTED],  or (iv) a Registration  Statement filed or required to be filed
      hereunder is not declared  effective  by the  Commission  on or before the
      Effectiveness Date, or (v) if the Registrable  Securities are not eligible
      to be sold  pursuant to Rule  144(k),  after a  Registration  Statement is
      first declared  effective by the  Commission,  it ceases for any reason to
      remain continuously  effective as to all Registrable  Securities for which
      it is  required to be  effective,  or the  Holders  are not  permitted  to
      utilize the Prospectus therein to resell such Registrable Securities,  for
      in any  such  case  20  calendar  consecutive  days  but no  more  than an
      aggregate of 25 calendar  days during any 12 month period  (which need not
      be consecutive  Trading Days)(any such failure or breach being referred to
      as an  "EVENT,"  and for  purposes of clause (i) or (iv) the date on which
      such Event  occurs,  or for purposes of clause (ii) the date on which such
      five Trading Day period is  exceeded,  or for purposes of clause (iii) the
      date which such 20 calendar  days is  exceeded,  or for purposes of clause
      (v) the date on which such 20 or 25 calendar day period, as applicable, is
      exceeded being referred to as "EVENT DATE"), then in addition to any other
      rights the Holders may have hereunder or under applicable law: (x) on each
      such Event Date the Company shall pay to each Holder an amount in cash, as
      partial  liquidated  damages  and not as a  penalty,  equal to 1.0% of the
      aggregate  purchase  price paid by such Holder  pursuant  to the  Purchase
      Agreement for any Registrable Securities then held by such Holder; and (y)
      on each  monthly  anniversary  of each such Event Date (if the  applicable
      Event shall not have been cured by such date) until the  applicable  Event
      is  cured,  the  Company  shall pay to each  Holder an amount in cash,  as
      partial  liquidated  damages  and not as a  penalty,  equal to 1.5% of the
      aggregate  purchase  price paid by such Holder  pursuant  to the  Purchase
      Agreement for any Registrable  Securities then held by such Holder. If the
      Company  fails to pay any  partial  liquidated  damages  pursuant  to this
      Section in full within seven days after the date payable, the Company will
      pay  interest  thereon at a rate of 12% per annum (or such lesser  maximum
      amount  that is  permitted  to be paid by  applicable  law) to the Holder,
      accruing daily from the date such partial liquidated damages are due until
      such  amounts,  plus  all such  interest  thereon,  are paid in full.  The
      partial  liquidated  damages pursuant to the terms hereof shall apply on a
      daily  pro-rata  basis for any  portion of a month prior to the cure of an
      Event.


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      3.    REGISTRATION PROCEDURES

            In connection with the Company's registration obligations hereunder,
the Company shall:

            (a) Not less  than  five  Trading  Days  prior to the  filing of the
      Registration  Statement  or any related  Prospectus  or any  amendment  or
      supplement  thereto,  the Company shall, (i) furnish to the Holders copies
      of  all  such  documents   proposed  to  be  filed  (including   documents
      incorporated or deemed  incorporated by reference to the extent  requested
      by such  Person)  which  documents  will be  subject to the review of such
      Holders,   and  (ii)  cause  its  officers  and  directors,   counsel  and
      independent  certified public  accountants to respond to such inquiries as
      shall be necessary,  in the  reasonable  opinion of respective  counsel to
      conduct a reasonable  investigation  within the meaning of the  Securities
      Act.  The Company  shall not file the  Registration  Statement or any such
      Prospectus or any amendments or  supplements  thereto to which the Holders
      of a majority of the Registrable  Securities  shall  reasonably  object in
      good faith,  provided  that the Company is notified of such  objection  in
      writing  no later  than 5  Trading  Days  after the  Holders  have been so
      furnished  copies of such  documents,  provided that such  objection  will
      extend the Filing  Date and the  Effectiveness  Date by the number of days
      from the date of such objection to the date such objection is withdrawn.

            (b) (i)  Prepare  and file  with  the  Commission  such  amendments,
      including post-effective amendments, to the Registration Statement and the
      Prospectus  used in  connection  therewith as may be necessary to keep the
      Registration   Statement  continuously  effective  as  to  the  applicable
      Registrable  Securities for the Effectiveness  Period and prepare and file
      with the Commission  such additional  Registration  Statements in order to
      register  for  resale  under  the  Securities  Act all of the  Registrable
      Securities;   (ii)  cause  the  related   Prospectus   to  be  amended  or
      supplemented by any required Prospectus supplement, and as so supplemented
      or amended to be filed  pursuant to Rule 424; (iii) respond as promptly as
      reasonably  possible to any comments  received  from the  Commission  with
      respect to the  Registration  Statement or any  amendment  thereto and, as
      promptly as reasonably  possible,  upon request,  provide the Holders true
      and  complete  copies  of all  correspondence  from and to the  Commission
      relating  to  the  Registration  Statement,  except  to  the  extent  such
      correspondence  may  contain  material  non-public  information;  and (iv)
      comply in all material  respects with the provisions of the Securities Act
      and the Exchange Act with respect to the  disposition  of all  Registrable
      Securities  covered by the  Registration  Statement  during the applicable
      period in  accordance  with the  intended  methods of  disposition  by the
      Holders thereof set forth in the  Registration  Statement as so amended or
      in such Prospectus as so supplemented.


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<PAGE>

            (c)  Notify  the  Holders of  Registrable  Securities  to be sold as
      promptly as  reasonably  possible  and (if  requested  by any such Person)
      confirm such notice in writing  promptly  following  the day (i)(A) when a
      Prospectus or any Prospectus supplement or post-effective amendment to the
      Registration  Statement is proposed to be filed;  (B) when the  Commission
      notifies the Company whether there will be a "review" of the  Registration
      Statement  and  whenever  the  Commission   comments  in  writing  on  the
      Registration  Statement  (the Company shall upon request  provide true and
      complete copies thereof and all written  responses  thereto to each of the
      Holders);  and (C)  with  respect  to the  Registration  Statement  or any
      post-effective  amendment, when the same has become effective; (ii) of any
      request  by the  Commission  or any other  Federal  or state  governmental
      authority during the period of effectiveness of the Registration Statement
      for amendments or supplements to the Registration  Statement or Prospectus
      or for additional information;  (iii) of the issuance by the Commission or
      any  other  federal  or state  governmental  authority  of any stop  order
      suspending the effectiveness of the Registration Statement covering any or
      all of the Registrable Securities or the initiation of any Proceedings for
      that purpose;  (iv) of the receipt by the Company of any notification with
      respect  to  the  suspension  of  the   qualification  or  exemption  from
      qualification  of  any of  the  Registrable  Securities  for  sale  in any
      jurisdiction,  or the initiation or threatening of any Proceeding for such
      purpose;  and (v) of the  occurrence  of any event or passage of time that
      makes the  financial  statements  included in the  Registration  Statement
      ineligible for inclusion therein or any statement made in the Registration
      Statement  or  Prospectus  or any  document  incorporated  or deemed to be
      incorporated  therein by reference  untrue in any material respect or that
      requires any revisions to the Registration Statement,  Prospectus or other
      documents  so  that,  in the  case of the  Registration  Statement  or the
      Prospectus,  as the case may be, it will not contain any untrue  statement
      of a  material  fact or omit to state any  material  fact  required  to be
      stated  therein or necessary to make the statements  therein,  in light of
      the circumstances under which they were made, not misleading.

            (d) Use  commercially  reasonable  efforts to avoid the issuance of,
      or, if  issued,  obtain the  withdrawal  of (i) any order  suspending  the
      effectiveness of the Registration Statement, or (ii) any suspension of the
      qualification (or exemption from  qualification) of any of the Registrable
      Securities  for  sale in any  jurisdiction,  at the  earliest  practicable
      moment.

            (e) Furnish to each Holder,  without charge,  at least one conformed
      copy of the Registration  Statement and each amendment thereto,  including
      financial statements and schedules,  all documents  incorporated or deemed
      to be  incorporated  therein by reference to the extent  requested by such
      Person, and all exhibits to the extent requested by such Person (including
      those  previously  furnished or incorporated by reference)  promptly after
      the filing of such documents with the Commission.

            (f) Promptly deliver to each Holder,  without charge, as many copies
      of the Prospectus or Prospectuses  (including each form of prospectus) and
      each  amendment  or  supplement  thereto as such  Persons  may  reasonably
      request  in  connection   with  resales  by  the  Holder  of   Registrable
      Securities.  Subject to the terms of this  Agreement,  the Company  hereby
      consents to the use of such  Prospectus  and each  amendment or supplement
      thereto by each of the selling Holders in connection with the offering and
      sale of the  Registrable  Securities  covered by such  Prospectus  and any
      amendment  or  supplement  thereto,  except after the giving on any notice
      pursuant to Section 3(c).


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<PAGE>

            (g) Prior to any resale of Registrable  Securities by a Holder,  use
      its  commercially  reasonable  efforts to register or qualify or cooperate
      with  the  selling  Holders  in  connection   with  the   registration  or
      qualification  (or exemption from the  Registration or  qualification)  of
      such  Registrable  Securities  for the  resale  by the  Holder  under  the
      securities or Blue Sky laws of such jurisdictions within the United States
      as any Holder reasonably  requests in writing, to keep the Registration or
      qualification (or exemption  therefrom) effective during the Effectiveness
      Period  (unless the transfer of such  Registrable  Securities are eligible
      for an exception from such  Registration or  qualification)  and to do any
      and  all  other  acts  or  things  reasonably   necessary  to  enable  the
      disposition in such jurisdictions of the Registrable Securities covered by
      the  Registration  Statement;  PROVIDED,  that the  Company  shall  not be
      required to qualify generally to do business in any jurisdiction  where it
      is not then so  qualified,  subject the Company to any material tax in any
      such  jurisdiction  where  it is not  then so  subject  or file a  general
      consent to service of process in any such jurisdiction.

            (h) If  requested  by the  Holders,  cooperate  with the  Holders to
      facilitate   the  timely   preparation   and   delivery  of   certificates
      representing  Registrable  Securities  to  be  delivered  to a  transferee
      pursuant to the Registration Statement,  which certificates shall be free,
      to the extent  permitted by the  Purchase  Agreement,  of all  restrictive
      legends,  and  to  enable  such  Registrable  Securities  to  be  in  such
      denominations  and  registered  in such  names  as any  such  Holders  may
      request.

            (i)  Upon  the  occurrence  of any  event  contemplated  by  Section
      3(c)(v),  as promptly as  reasonably  possible,  prepare a  supplement  or
      amendment,  including  a  post-effective  amendment,  to the  Registration
      Statement  or a  supplement  to the  related  Prospectus  or any  document
      incorporated or deemed to be incorporated  therein by reference,  and file
      any other required document so that, as thereafter delivered,  neither the
      Registration   Statement  nor  such  Prospectus  will  contain  an  untrue
      statement of a material  fact or omit to state a material fact required to
      be stated therein or necessary to make the statements therein, in light of
      the  circumstances  under  which they were made,  not  misleading.  If the
      Company  notifies the Holders in accordance  with clauses (ii) through (v)
      of  Section  3(c)  above to suspend  the use of any  Prospectus  until the
      requisite  changes to such  Prospectus  have been made,  then the  Holders
      shall  suspend  use of such  Prospectus.  The  Company  will  use its best
      efforts  to  ensure  that  the use of the  Prospectus  may be  resumed  as
      promptly as is practicable.  The Company shall be entitled to exercise its
      right  under  this  Section  3(i)  to  suspend  the   availability   of  a
      Registration   Statement  and  Prospectus,   subject  to  the  payment  of
      liquidated damages pursuant to Section 2(b), for a period not to exceed 60
      days (which need not be consecutive days) in any 12 month period.

            (j) Comply in all material  respects with all  applicable  rules and
      regulations of the Commission.


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<PAGE>

            (k) The Company may require  each  selling  Holder to furnish to the
      Company a certified  statement  as to the number of shares of Common Stock
      beneficially owned by such Holder and, if required by the Commission,  the
      person  thereof that has voting and  dispositive  control over the Shares.
      During any  periods  that the  Company  is unable to meet its  obligations
      hereunder with respect to the  registration of the Registrable  Securities
      solely because any Holder fails to furnish such  information  within three
      Trading Days of the Company's  request,  any  liquidated  damages that are
      accruing at such time as to such Holder only shall be tolled and any Event
      that may otherwise  occur solely  because of such delay shall be suspended
      as to such  Holder  only,  until  such  information  is  delivered  to the
      Company.  If the Company is unable to meet its obligations  hereunder with
      respect to the registration of the Registrable Securities held by a Holder
      solely because such Holder fails to furnish such information  prior to the
      later of 3 Trading Days of the Company's  request for such information and
      the Trading Day prior to the date the Registration Statement is filed, the
      Company  may  exclude  such  Holder's  Registrable   Securities  from  the
      Registration  Statement  provided if such information is later provided by
      the  Holder,  the Company  shall use  commercially  reasonable  efforts to
      register such Registrable Securities on the earliest possible date.

      4.  REGISTRATION   EXPENSES.   All  fees  and  expenses  incident  to  the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company  whether or not any  Registrable  Securities are sold pursuant to
the Registration  Statement.  The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with the Trading  Market on which the Common  Stock is then
listed for trading,  and (B) in compliance with applicable  state  securities or
Blue Sky laws), (ii) printing expenses (including, without limitation,  expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the  printing of  prospectuses  is  reasonably  requested by the holders of a
majority of the Registrable Securities included in the Registration  Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance,  if the Company
so desires  such  insurance,  and (vi) fees and  expenses  of all other  Persons
retained by the Company in connection with the  consummation of the transactions
contemplated  by this Agreement.  In addition,  the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including,  without limitation,
all salaries and expenses of its  officers  and  employees  performing  legal or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities  exchange  as  required  hereunder.  In no event shall the Company be
responsible  for any  broker or  similar  commissions  or,  except to the extent
specifically provided for in the Transaction Documents,  any legal fees or other
costs of the Holders.


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<PAGE>

      5.    INDEMNIFICATION

            (a)   INDEMNIFICATION   BY   THE   COMPANY.   The   Company   shall,
      notwithstanding  any  termination  of this  Agreement,  indemnify and hold
      harmless  each Holder,  the officers,  directors,  agents and employees of
      each of them, each Person who controls any such Holder (within the meaning
      of Section 15 of the Securities Act or Section 20 of the Exchange Act) and
      the officers,  directors,  agents and  employees of each such  controlling
      Person,  to the fullest  extent  permitted  by  applicable  law,  from and
      against  any  and  all  losses,  claims,   damages,   liabilities,   costs
      (including,  without limitation,  reasonable attorneys' fees) and expenses
      (collectively,  "LOSSES"), as incurred,  arising out of or relating to any
      untrue or alleged  untrue  statement of a material  fact  contained in the
      Registration Statement, any Prospectus or any form of prospectus or in any
      amendment  or  supplement  thereto or in any  preliminary  prospectus,  or
      arising  out of or  relating  to any  omission  or alleged  omission  of a
      material  fact  required  to be stated  therein or  necessary  to make the
      statements therein (in the case of any Prospectus or form of prospectus or
      supplement  thereto,  in light of the circumstances  under which they were
      made) not misleading,  except to the extent, but only to the extent,  that
      (i) such untrue  statements or omissions are based solely upon information
      regarding  such Holder  furnished in writing to the Company by such Holder
      expressly for use therein,  or to the extent that such information relates
      to such  Holder  or such  Holder's  proposed  method  of  distribution  of
      Registrable  Securities and was reviewed and expressly approved in writing
      by such  Holder  expressly  for use in the  Registration  Statement,  such
      Prospectus  or such form of  Prospectus  or in any amendment or supplement
      thereto (it being  understood  that the Holder has approved Annex A hereto
      for this  purpose) or (ii) in the case of an occurrence of an event of the
      type  specified  in  Section  3(c)(ii)-(v),  the use by such  Holder of an
      outdated or  defective  Prospectus  after the Company  has  notified  such
      Holder in writing that the  Prospectus  is outdated or defective and prior
      to the receipt by such Holder of the Advice  contemplated in Section 6(d).
      The Company shall notify the Holders promptly of the  institution,  threat
      or assertion of any Proceeding of which the Company is aware in connection
      with the transactions contemplated by this Agreement.

            (b) INDEMNIFICATION BY HOLDERS. Each Holder shall, severally and not
      jointly, indemnify and hold harmless the Company, its directors, officers,
      agents and  employees,  each Person who controls  the Company  (within the
      meaning of Section 15 of the Securities Act and Section 20 of the Exchange
      Act), and the directors, officers, agents or employees of such controlling
      Persons,  to the fullest  extent  permitted by  applicable  law,  from and
      against all Losses,  as  incurred,  to the extent  arising out of or based
      solely  upon:  (x) such  Holder's  failure to comply  with the  prospectus
      delivery  requirements  of the Securities Act or (y) any untrue or alleged
      untrue  statement  of  a  material  fact  contained  in  any  Registration
      Statement, any Prospectus,  or any form of prospectus, or in any amendment
      or supplement thereto or in any preliminary prospectus,  or arising out of
      or  relating  to any  omission  or alleged  omission  of a  material  fact
      required to be stated therein or necessary to make the statements  therein
      not misleading (i) to the extent, but only to the extent, that such untrue
      statement  or omission is  contained  in any  information  so furnished in
      writing by such Holder to the Company  specifically  for  inclusion in the
      Registration  Statement or such  Prospectus or (ii) to the extent that (1)
      such untrue  statements  or omissions  are based  solely upon  information
      regarding  such Holder  furnished in writing to the Company by such Holder
      expressly for use therein,  or to the extent that such information relates
      to such  Holder  or such  Holder's  proposed  method  of  distribution  of
      Registrable  Securities and was reviewed and expressly approved in writing
      by such Holder expressly for use in the  Registration  Statement (it being
      understood  that the Holder has approved Annex A hereto for this purpose),
      such  Prospectus  or  such  form  of  Prospectus  or in any  amendment  or
      supplement  thereto or (2) in the case of an occurrence of an event of the
      type  specified  in  Section  3(c)(ii)-(v),  the use by such  Holder of an
      outdated or  defective  Prospectus  after the Company  has  notified  such
      Holder in writing that the  Prospectus  is outdated or defective and prior
      to the receipt by such Holder of the Advice  contemplated in Section 6(d).
      In no event shall the liability of any selling Holder hereunder be greater
      in amount  than the dollar  amount of the net  proceeds  received  by such
      Holder  upon the sale of the  Registrable  Securities  giving rise to such
      indemnification obligation.


                                      -8-
<PAGE>

            (c) CONDUCT OF INDEMNIFICATION  PROCEEDINGS. If any Proceeding shall
      be brought or asserted against any Person entitled to indemnity  hereunder
      (an "INDEMNIFIED PARTY"), such Indemnified Party shall promptly notify the
      Person  from  whom  indemnity  is sought  (the  "INDEMNIFYING  PARTY")  in
      writing,  and the  Indemnifying  Party  shall have the right to assume the
      defense   thereof,   including  the   employment  of  counsel   reasonably
      satisfactory  to the  Indemnified  Party and the  payment  of all fees and
      expenses incurred in connection with defense thereof;  provided,  that the
      failure of any Indemnified Party to give such notice shall not relieve the
      Indemnifying  Party of its  obligations  or  liabilities  pursuant to this
      Agreement,  except  (and  only) to the  extent  that it  shall be  finally
      determined by a court of competent  jurisdiction  (which  determination is
      not  subject to appeal or further  review)  that such  failure  shall have
      prejudiced the Indemnifying Party.

            An Indemnified Party shall have the right to employ separate counsel
      in any such Proceeding and to participate in the defense thereof,  but the
      fees  and  expenses  of  such  counsel  shall  be at the  expense  of such
      Indemnified Party or Parties unless: (1) the Indemnifying Party has agreed
      in writing to pay such fees and expenses; (2) the Indemnifying Party shall
      have  failed  promptly  to assume the  defense of such  Proceeding  and to
      employ counsel  reasonably  satisfactory to such Indemnified  Party in any
      such  Proceeding;  or  (3)  the  named  parties  to  any  such  Proceeding
      (including any impleaded  parties) include both such Indemnified Party and
      the  Indemnifying  Party,  and such  Indemnified  Party  shall  reasonably
      believe,  based  on  the  written  advice,  reasonably  acceptable  to the
      Company,  of their counsel that a material  conflict of interest is likely
      to exist if the same counsel were to represent such Indemnified  Party and
      the Indemnifying  Party (in which case, if such Indemnified Party notifies
      the  Indemnifying  Party in  writing  that it elects  to  employ  separate
      counsel at the expense of the Indemnifying  Party, the Indemnifying  Party
      shall not have the right to assume the defense  thereof and the reasonable
      fees and  expenses of one  separate  counsel for all  Indemnified  Parties
      shall be at the expense of the Indemnifying Party). The Indemnifying Party
      shall not be liable for any  settlement  of any such  Proceeding  effected
      without its  written  consent,  which  consent  shall not be  unreasonably
      withheld.  No Indemnifying Party shall,  without the prior written consent
      of the Indemnified Party,  effect any settlement of any pending Proceeding
      in  respect  of  which  any  Indemnified  Party is a  party,  unless  such
      settlement  includes an unconditional  release of such  Indemnified  Party
      from  all  liability  on  claims  that  are  the  subject  matter  of such
      Proceeding.

            Subject  to the terms of this  Agreement,  all  reasonable  fees and
      expenses of the Indemnified Party (including  reasonable fees and expenses
      to the extent  incurred in connection with  investigating  or preparing to
      defend such  Proceeding  in a manner not  inconsistent  with this Section)
      shall be paid to the Indemnified  Party,  as incurred,  within ten Trading
      Days of written notice thereof to the Indemnifying Party;  PROVIDED,  that
      the Indemnified Party shall promptly  reimburse the Indemnifying Party for
      that  portion of such fees and  expenses  applicable  to such  actions for
      which such Indemnified Party is not entitled to indemnification hereunder,
      determined based upon the relative faults of the parties.


                                      -9-
<PAGE>

            (d) CONTRIBUTION.  If a claim for indemnification under Section 5(a)
      or 5(b) is unavailable to an Indemnified Party (by reason of public policy
      or otherwise),  then each Indemnifying Party, in lieu of indemnifying such
      Indemnified  Party, shall contribute to the amount paid or payable by such
      Indemnified  Party as a result of such Losses,  in such  proportion  as is
      appropriate  to reflect the relative fault of the  Indemnifying  Party and
      Indemnified Party in connection with the actions,  statements or omissions
      that  resulted  in such  Losses  as well as any other  relevant  equitable
      considerations.   The  relative  fault  of  such  Indemnifying  Party  and
      Indemnified Party shall be determined by reference to, among other things,
      whether any action in  question,  including  any untrue or alleged  untrue
      statement of a material fact or omission or alleged omission of a material
      fact,  has been taken or made by, or relates to  information  supplied by,
      such  Indemnifying  Party or Indemnified  Party, and the parties' relative
      intent,  knowledge,  access to information  and  opportunity to correct or
      prevent such action,  statement or omission. The amount paid or payable by
      a party as a result of any Losses  shall be deemed to include,  subject to
      the limitations set forth in this Agreement,  any reasonable attorneys' or
      other  reasonable  fees or expenses  incurred by such party in  connection
      with any  Proceeding to the extent such party would have been  indemnified
      for such fees or  expenses  if the  indemnification  provided  for in this
      Section was available to such party in accordance with its terms.

            The parties  hereto agree that it would not be just and equitable if
      contribution  pursuant to this  Section 5(d) were  determined  by pro rata
      allocation  or by any other method of  allocation  that does not take into
      account  the  equitable  considerations  referred  to in  the  immediately
      preceding paragraph.  Notwithstanding the provisions of this Section 5(d),
      no Holder shall be required to contribute, in the aggregate, any amount in
      excess of the  amount  by which the  proceeds  actually  received  by such
      Holder  from  the  sale  of  the  Registrable  Securities  subject  to the
      Proceeding  exceeds  the  amount  of any  damages  that  such  Holder  has
      otherwise  been required to pay by reason of such untrue or alleged untrue
      statement or omission or alleged omission,  except in the case of fraud by
      such Holder.

            The indemnity and contribution  agreements contained in this Section
      are in addition to any liability that the Indemnifying Parties may have to
      the Indemnified Parties.

      6.    MISCELLANEOUS

            (a)  REMEDIES.  In the  event of a  breach  by the  Company  or by a
      Holder, of any of their  obligations under this Agreement,  each Holder or
      the Company, as the case may be, in addition to being entitled to exercise
      all rights granted by law and under this Agreement,  including recovery of
      damages, will be entitled to specific performance of its rights under this
      Agreement.  The Company and each Holder agree that monetary  damages would
      not provide  adequate  compensation for any losses incurred by reason of a
      breach by it of any of the provisions of this Agreement and hereby further
      agrees  that,  in the event of any  action  for  specific  performance  in
      respect of such  breach,  it shall waive the defense  that a remedy at law
      would be adequate.


                                      -10-
<PAGE>

            (b) NO PIGGYBACK ON  REGISTRATIONS.  Except as set forth on SCHEDULE
      6(B) attached hereto,  neither the Company nor any of its security holders
      (other  than the  Holders in such  capacity  pursuant  hereto) may include
      securities  of the  Company  in a  Registration  Statement  other than the
      Registrable Securities.  Subject to SCHEDULE 6(B), no Person has any right
      to cause the Company to effect the  registration  under the Securities Act
      of any  securities of the Company.  Subject to SCHEDULE  6(B), the Company
      shall not file any other registration  statement until after the Effective
      Date.

            (c) COMPLIANCE. Each Holder covenants and agrees that it will comply
      with  the  prospectus  delivery  requirements  of  the  Securities  Act as
      applicable  to it in  connection  with  sales  of  Registrable  Securities
      pursuant to the Registration Statement.

            (d) DISCONTINUED DISPOSITION.  Each Holder agrees by its acquisition
      of such  Registrable  Securities  that,  upon receipt of a notice from the
      Company of the  occurrence  of any event of the kind  described in Section
      3(c),  such  Holder  will  forthwith   discontinue   disposition  of  such
      Registrable   Securities  under  the  Registration  Statement  until  such
      Holder's  receipt  of the  copies of the  supplemented  Prospectus  and/or
      amended  Registration  Statement  or until it is advised  in writing  (the
      "ADVICE") by the Company that the use of the applicable  Prospectus may be
      resumed,  and, in either case,  has received  copies of any  additional or
      supplemental filings that are incorporated or deemed to be incorporated by
      reference in such Prospectus or Registration  Statement.  The Company will
      use its best  efforts  to  ensure  that the use of the  Prospectus  may be
      resumed as promptly as it practicable. The Company agrees and acknowledges
      that any periods  during which the Holder is required to  discontinue  the
      disposition of the  Registrable  Securities  hereunder shall be subject to
      the provisions of Section 2(b).

            (e)   PIGGY-BACK   REGISTRATIONS.   If  at  any  time   during   the
      Effectiveness  Period  there is not an  effective  Registration  Statement
      covering all of the Registrable Securities and the Company shall determine
      to prepare and file with the Commission a registration  statement relating
      to an  offering  for its own  account or the  account of others  under the
      Securities Act of any of its equity securities,  other than on Form S-4 or
      Form S-8 (each as  promulgated  under the  Securities  Act) or their  then
      equivalents   relating  to  equity  securities  to  be  issued  solely  in
      connection  with any  acquisition  of any  entity  or  business  or equity
      securities  issuable in connection with the stock option or other employee
      benefit plans, then the Company shall send to each Holder a written notice
      of such  determination  and, if within fifteen days after the date of such
      notice,  any such Holder  shall so request in writing,  the Company  shall
      include in such registration statement all or any part of such Registrable
      Securities as such Holder requests to be registered,  subject to customary
      underwriter  cutbacks  applicable to all holders of  registration  rights,
      which will provide that upon a cut-back of the  securities  to be included
      in such  registration  statement,  the  securities  held by all holders of
      registration  rights will be cut-back  before any securities to be sold by
      the Company are cut-back.


                                      -11-
<PAGE>

            (f)  AMENDMENTS  AND  WAIVERS.  The  provisions  of this  Agreement,
      including the provisions of this sentence, may not be amended, modified or
      supplemented,  and waivers or consents to departures  from the  provisions
      hereof may not be given, unless the same shall be in writing and signed by
      the  Company  and  each  Holder  of  the  then   outstanding   Registrable
      Securities.

            (g)  NOTICES.  Any  and  all  notices  or  other  communications  or
      deliveries required or permitted to be provided hereunder shall be made in
      accordance with the provisions of the Purchase Agreement.

            (h)  SUCCESSORS  AND  ASSIGNS.  This  Agreement  shall  inure to the
      benefit of and be binding upon the  successors  and  permitted  assigns of
      each of the parties and shall  inure to the benefit of each  Holder.  Each
      Holder may assign their  respective  rights hereunder in the manner and to
      the Persons as permitted under the Purchase Agreement.

            (i) EXECUTION AND  COUNTERPARTS.  This  Agreement may be executed in
      any number of counterparts, each of which when so executed shall be deemed
      to be an original and, all of which taken  together  shall  constitute one
      and the same  Agreement.  In the event that any  signature is delivered by
      facsimile  transmission,  such  signature  shall  create  a valid  binding
      obligation of the party  executing  (or on whose behalf such  signature is
      executed)  the same with the same  force and  effect as if such  facsimile
      signature were the original thereof.

            (j)  GOVERNING  LAW.  All  questions  concerning  the  construction,
      validity,  enforcement  and  interpretation  of this  Agreement  shall  be
      determined with the provisions of the Purchase Agreement.

            (k) CUMULATIVE REMEDIES. The remedies provided herein are cumulative
      and not exclusive of any remedies provided by law.

            (l) SEVERABILITY. If any term, provision, covenant or restriction of
      this Agreement is held by a court of competent jurisdiction to be invalid,
      illegal,  void or unenforceable,  the remainder of the terms,  provisions,
      covenants and restrictions set forth herein shall remain in full force and
      effect and shall in no way be affected,  impaired or invalidated,  and the
      parties hereto shall use their commercially reasonable efforts to find and
      employ an alternative  means to achieve the same or substantially the same
      result  as  that  contemplated  by  such  term,  provision,   covenant  or
      restriction.  It is hereby  stipulated and declared to be the intention of
      the parties that they would have executed the remaining terms, provisions,
      covenants  and  restrictions  without  including  any of such  that may be
      hereafter declared invalid, illegal, void or unenforceable.

            (m) HEADINGS.  The headings in this Agreement are for convenience of
      reference only and shall not limit or otherwise affect the meaning hereof.


                                      -12-
<PAGE>

            (n) INDEPENDENT  NATURE OF PURCHASERS'  OBLIGATIONS AND RIGHTS.  The
      obligations  of each Holder  hereunder  are several and not joint with the
      obligations  of any  other  Holder  hereunder,  and  no  Holder  shall  be
      responsible in any way for the performance of the obligations of any other
      Holder  hereunder.  Nothing  contained herein or in any other agreement or
      document  delivered  at any  closing,  and no action  taken by any  Holder
      pursuant hereto or thereto, shall be deemed to constitute the Holders as a
      partnership,  an association, a joint venture or any other kind of entity,
      or create a presumption  that the Holders are in any way acting in concert
      with respect to such obligations or the transactions  contemplated by this
      Agreement.  Each  Holder  shall be  entitled  to protect  and  enforce its
      rights,  including  without  limitation  the  rights  arising  out of this
      Agreement, and it shall not be necessary for any other Holder to be joined
      as an additional party in any proceeding for such purpose.


                            *************************


                                      -13-
<PAGE>

            IN WITNESS  WHEREOF,  the parties have  executed  this  Registration
Rights Agreement as of the date first written above.


                                PERMA-FIX ENVIRONMENTAL SERVICES, INC.

                                By: /S/ LOUIS CENTOFANTI
                                    ----------------------------
                                    Name: Louis Centofanti
                                    Title: Chairman of the Board
                                           Chief Executive Officer


                       [SIGNATURE PAGE OF HOLDERS FOLLOWS]


<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]


ALEXANDRA GLOBAL MASTER FUND LTD.
By: ALEXANDRA INVESTMENT MANAGEMENT, LLC,
As Investment Advisor

By: /S/ M. FILIMONOV
    --------------------------------
Name: Mikhail Filimonov
Title: Chairman and Chief Executive Officer


<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]

Name of Investing Entity: ALPHA CAPITAL AG
                          --------------------------------
Signature of Authorized Signatory of Investing Entity: /S/ K. ACKERMAN
                                                      -------------------------
Name of Authorized Signatory: Konrad Ackerman
Title of Authorized Signatory:  Director


                           [SIGNATURE PAGES CONTINUE]

<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]

Name of Investing Entity: Baystar Capital II, L.P.
Signature of Authorized Signatory of Investing Entity: /s/ Steve Derby
Name of Authorized Signatory:  Steve Derby
Title of Authorized Signatory:  Managing Member


                           [SIGNATURE PAGES CONTINUE]

<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]

Name of Investing Entity: Bristol Investment Fund, Ltd.
Signature of Authorized Signatory of Investing Entity: /s/ Paul Kessler
Name of Authorized Signatory:  Paul Kessler
Title of Authorized Signatory:  Director


                           [SIGNATURE PAGES CONTINUE]

<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]


Name of Investing Entity: CRESCENT INTERNATIONAL LTD
Signature of Authorized Signatory
  of Investing Entity:                  /s/ Mel Craw    /s/ Maxi Brezzi
Name of Authorized Signatory:           Mel Craw        Maxi Brezzi
Title of Authorized Signatory:          Authorized Signatory



                           [SIGNATURE PAGES CONTINUE]


<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]


Name of Investing Entity: Crestview Capital Master, LLC
Signature of Authorized Signatory of Investing Entity:  /s/ Stewart R. Flink
Name of Authorized Signatory:    Stewart R. Flink
Title of Authorized Signatory: Manager


                           [SIGNATURE PAGES CONTINUE]


<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]

Name of Investing Entity: Geduld Capital Partners LP
Signature of Authorized Signatory of Investing Entity: /s/ Steven Geduld
Name of Authorized Signatory: Steven Geduld
Title of Authorized Signatory:  President


                           [SIGNATURE PAGES CONTINUE]


<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]


Name of Investing Entity: Gruber & McBaine International
Signature of Authorized Signatory of Investing Entity:  /s/ Jon D. Gruber
Name of Authorized Signatory: Gruber & McBaine Capital Mgmt
Title of Authorized Signatory: Investment Advisor


                           [SIGNATURE PAGES CONTINUE]


<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]


Name of Investing Entity: Irwin Geduld Revocable Trust
Signature of Authorized Signatory of Investing Entity: /s/ Irwin Geduld
Name of Authorized Signatory: Irwin Geduld
Title of Authorized Signatory: Trustee


                           [SIGNATURE PAGES CONTINUE]


<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]


Name of Investing Entity: J. Patterson McBaine
Signature of Authorized Signatory of Investing Entity: /s/ J. Patterson McBaine
Name of Authorized Signatory:
Title of Authorized Signatory:  Self


                           [SIGNATURE PAGES CONTINUE]


<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]

Name of Investing Entity: Jon D. Gruber & Linda W. Gruber
Signature of Authorized Signatory
  of Investing Entity:          /s/ Jon D. Gruber    /s/ Linda W. Gruber
Name of Authorized Signatory:
Title of Authorized Signatory:  Self


                           [SIGNATURE PAGES CONTINUE]


<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]

Name of Investing Entity: Lagunitas Partners LP
Signature of Authorized Signatory of Investing Entity: /s/ Jon D. Gruber
Name of Authorized Signatory: Gruber & McBaine Capital Mgmt
Title of Authorized Signatory: General Partner


                           [SIGNATURE PAGES CONTINUE]


<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]



OMICRON MASTER TRUST
By: Omicron Capital L.P., as advisor
By: Omicron Capital Inc., its general partner

By: /S/ BRUCE BERNSTEIN
    --------------------------------
Name: Bruce Bernstein
Title:   Managing Partner


                           [SIGNATURE PAGES CONTINUE]


<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]

Name of Investing Entity: PALISADES MASTER FUND, L.P.
Signature of Authorized Signatory
  of Investing Entity: /s/ Palisades Master Fund, L.P.
Name of Authorized Signatory: Discovery Management Limited
Title of Authorized Signatory: Authorized Signatory


                           [SIGNATURE PAGES CONTINUE]


<PAGE>


                    [PURCHASER'S SIGNATURE PAGE TO PESI RRA]

Name of Investing Entity: Stonestreet LP

Signature of Authorized Signatory of Investing Entity: /s/ M. Finkelstein
Name of Authorized Signatory: Michael Finkelstein
Title of Authorized Signatory: President



                           [SIGNATURE PAGES CONTINUE]

<PAGE>


                                     ANNEX A

                              PLAN OF DISTRIBUTION

      The Selling Stockholders (the "SELLING  STOCKHOLDERS") of the common stock
("COMMON STOCK") of Perma-Fix  Environmental  Services, Inc. (the "COMPANY") and
any of their pledgees,  assignees and  successors-in-interest  may, from time to
time,  sell any or all of their  shares of Common  Stock on any stock  exchange,
market  or  trading  facility  on which the  shares  are  traded  or in  private
transactions.  These  sales may be at fixed or  negotiated  prices.  The Selling
Stockholders  may use any one or more  of the  following  methods  when  selling
shares:

      o     ordinary  brokerage  transactions  and  transactions  in  which  the
            broker-dealer solicits purchasers;

      o     block  trades in which the  broker-dealer  will  attempt to sell the
            shares as agent but may  position  and resell a portion of the block
            as principal to facilitate the transaction;

      o     purchases  by  a  broker-dealer  as  principal  and  resale  by  the
            broker-dealer for its account;

      o     an  exchange  distribution  in  accordance  with  the  rules  of the
            applicable exchange;

      o     privately negotiated transactions;

      o     settlement of short sales;

      o     broker-dealers  may agree with the  Selling  Stockholders  to sell a
            specified number of such shares at a stipulated price per share;

      o     a combination of any such methods of sale;

      o     through  the  writing or  settlement  of  options  or other  hedging
            transactions, whether through an options exchange or otherwise; or

      o     any other method permitted pursuant to applicable law.

      The Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act of 1933, as amended (the "SECURITIES ACT"), if available,  rather
than under this prospectus.

      Broker-dealers  engaged by the Selling  Stockholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  Each  Selling  Stockholder  does not expect these  commissions  and
discounts  relating  to its sales of shares to exceed what is  customary  in the
types of transactions involved.

<PAGE>


      In connection with the sale of our common stock or interests therein,  the
Selling  Stockholders may enter into hedging transactions with broker-dealers or
other  financial  institutions,  which may in turn  engage in short sales of the
common stock in the course of hedging the  positions  they  assume.  The Selling
Stockholders  may also sell shares of our common  stock short and deliver  these
securities  to close out their  short  positions,  or loan or pledge  the common
stock to  broker-dealers  that in turn may sell these  securities.  The  Selling
Stockholders   may  also  enter   into   option  or  other   transactions   with
broker-dealers  or other  financial  institutions or the creation of one or more
derivative  securities which require the delivery to such broker-dealer or other
financial  institution of shares offered by this  prospectus,  which shares such
broker-dealer  or  other  financial  institution  may  resell  pursuant  to this
prospectus (as supplemented or amended to reflect such transaction).

      The  Selling  Stockholders  and any  broker-dealers  or  agents  that  are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions or discounts under the Securities Act. Each Selling  Stockholder has
informed  the  Company  that it does not have any  agreement  or  understanding,
directly or indirectly, with any person to distribute the Common Stock.

      The Company is required to pay certain fees and  expenses  incurred by the
Company  incident to the  registration of the shares.  The Company has agreed to
indemnify the Selling Stockholders against certain losses,  claims,  damages and
liabilities, including liabilities under the Securities Act.

      Because Selling Stockholders may be deemed to be "underwriters" within the
meaning of the Securities  Act, they will be subject to the prospectus  delivery
requirements of the Securities Act. In addition,  any securities covered by this
prospectus  which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather  than  under  this  prospectus.  Each  Selling
Stockholder  has  advised  us that they have not  entered  into any  agreements,
understandings or arrangements  with any underwriter or broker-dealer  regarding
the sale of the resale shares.  There is no underwriter or  coordinating  broker
acting in connection  with the proposed sale of the resale shares by the Selling
Stockholders.

      We agreed to keep this  prospectus  effective until the earlier of (i) the
date on which  the  shares  may be resold by the  Selling  Stockholders  without
registration  and  without  regard to any volume  limitations  by reason of Rule
144(k) under the  Securities Act or any other rule of similar effect or (ii) all
of the shares have been sold  pursuant to the  prospectus  or Rule 144 under the
Securities  Act or any other rule of similar  effect.  The resale shares will be
sold only through  registered or licensed  brokers or dealers if required  under
applicable  state securities  laws. In addition,  in certain states,  the resale
shares may not be sold unless they have been registered or qualified for sale in
the applicable  state or an exemption  from the  registration  or  qualification
requirement is available and is complied with.


                                      -14-
<PAGE>

      Under applicable rules and regulations  under the Exchange Act, any person
engaged in the distribution of the resale shares may not  simultaneously  engage
in market making activities with respect to our common stock for a period of two
business days prior to the commencement of the  distribution.  In addition,  the
Selling  Stockholders  will be subject to applicable  provisions of the Exchange
Act and the rules and regulations thereunder,  including Regulation M, which may
limit the timing of  purchases  and sales of shares of our  common  stock by the
Selling Stockholders or any other person. We will make copies of this prospectus
available  to the Selling  Stockholders  and have  informed  them of the need to
deliver a copy of this  prospectus to each  purchaser at or prior to the time of
the sale.


